Library  of  the 
University   of    North  Carolina 

Endowed  by  the  Dialectic  and  Philan- 
thropic Societies. 


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GENERAL  MEETING  OF  STOCKHOLDERS  I 


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AT  RATJSBTTRY  AUGUST  30,  1855  | 


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PROCEEDINGS 

OF    THE 


GENERAL  MEETING  OF  STOCKHOLDERS 


OF   THE 


Western  North  Carolina  Rail  Road  Company, 


AT  SALISBUKY  AUGUST  30,  1855. 


WITH  THE  CHARTER  AND  BY-LAWS 


W  TMM   ©©MIP^IE^ir, 


PRINTED  AT  THE  BANNER  OFFICE, 

SALISBURY,  N.  C. 
1855. 


MEETING  OF  STOCKHOLDERS. 


S.u-iaiiLKv,  August  30,  1855. 

The  Stockholders  having  uiet  in  "Murphy's  Hall"  P^rsiiant 
to  adiourmnent,  on  motion  of  W.  P.  Caldwell,  ol  Iredell,  Col. 
T  a'  Allisox,  of  Iredell,  was  called  to  the  Chair,  and  on 
motion,  ^V.  P.  Caldwell  and  John  C.  Cannon,  were  appoint- 
ed Secretaries. 

On  motion  of  W.  P.  Caldwell,  it  was 

liemlved,  That  a  Committee,  consisting  of  one  trom  each 
County,  he  appointed  to  inquire  how  much  stock  was  repre- 
sented and  to  verify  proxies. 

Tlie  Chair  heing  ahout  to  appoint  the  Committee,  it  was 
deferred  hv  general  consent  at  the  request  of  T.  E.  Caldwell, 
Esq.,  of  Burke,  who  stated  that  before  tlie  Convention  pro- 
ceeded to  oro-anize  as  a  Convention  of  Stockholders,  the 
County  of  Burke  desired  to  submit  a  proposition,  stating  at 
the  saine  time,  that  Burke  County  had  not,  as  yet,  subscribed 
to  the  Road.  ^      ^     ^      „  ,^      . 

AVhereupon,  W.  W.  Avery,  Esq.,  offered  the  following 
Preamble  and  Resolutions: 

WuEKEAs,  It  has  been  suggested  that  the  termmns  ot  the 
first  section  of  the  Western  K\-»rth  Carolina  Rail  Road  may 
be  located  in  the  w^oods,  at  some  inaccessible  point,  thereby 
subjecting  the  community  to  much  inconvenience,  and  im- 
pairing the  ntility  of  the  work ;  and  whereas,  it  is  the  deliber- 
ate opniion  of  this  meeting  that  it  was  the  wish  and  intention 
of  the  General  Assembly  in  granting  the  Charter,  that  the 
terminus  of  the  respective  secKons  of  said  Road  should  be  at 
the  most  prominent  and  public  points  along  the  line:  Tli(?re- 

for(?,  .  .    1        -iir 

Besolved,  Tliat  the  terminus  of  the  hrst  section  ot  the  Wes- 
tern North  Carolina  Rail  Road  should  be  fixed  by  the  Board 
of  Directors  at  the  town  of  Morganton,  in  Burke  County,  and 
that  the  Directors  who  may  be  chosen  at  this  meeting  are 
hereby  instrncted  to  locate  that  tenninus  of  said  section  at 
the  point  designated. 

Resolved  further,  Tliat  the  entire  line  of  said  Road  from 
Salisbury  to  Morganton  should  be  surveyed,  located  and  the 
estimates  made  out  therefor  without  delay,  and  that  the  con- 
tracts for  grading  the  line  thus  located,  should  be  let  out  at 
the  earliest  moment,  so  as  to  have  the  same  in  the  progress 


4 

<L  construction  throughout  its  entire  length  at  the  same  time. 
On  motion,  tlie  Convention  adji^iirned  until  3  o'clock,  P.  M. 


Thkee  -(^'clock,  p.  M. 

The  Convention  was  called  to  order  by  the  Chair: 

E.  J.  Envin,  Esq.,  of  Burke,  in  behalf  of  the  (reneral  Com- 
missioners, re])orted  tliat  Three  Hundred  Thonsand  Dollars 
had  been  unconditioiudly  sid^scrilied  by  the  Counties  of 
Rowan,  Iredell  and  Catawba,  and  that  l^nrke  was  ready  to 
>ubscribe  one  hundred  tlionsand  dollars:  Provided^  the  Reso- 
lutions offered  in  the  forenoon,  by  Mr.  Avei'y,  were  adopted. — 
.Vfter  a  discus>ion  of  the  resolutions,  they  were  ado])ted  by  a 
nnanimons  vote.     (The  Delegates  from  Burke  not  voting.) 

Wherenpon,  E.  J.  Erwin,  Esq.,  from  the  Board  of  General 
Commissio-ners,  reported  that  the  snbscri})tion  of  Burke  of  one 
hundred  thousand  dollars  had  been  made  absolute. 

On  motion  of  W..  W.  Avery,  Esq.,  it  was  JResolved,  Tliat 
rliis  Con^■eution  be  organized  with  a  capital  Stock  of  Four 
Ilnndred  Thousand  Dollai's  on  the  part  of  individnals. 

On  motion,  a  Committee,  consisting  of  one  Delegate  from 
each  Connty,  was  appointed  to  draft  By-LaM's  for  the  regula- 
tion of  the  corporation  of  Stockholders.  Appointed;  D.  A, 
Davis,  Esq.,  of  Rowan;  L.  Q.  Sharpe,  Escj.,  of  Iredell;  D.  B. 
<  raither,  Esq.,  of  Catawba;  W.  A.  Lenoir,  Esq.,  of  Caldwell. 

On  motion,  a  Committee  consisting  of  one  Delegate  from 
each  (^omity,  was  appointed  to  ini|uire  the  amount  of  Stock 
represented  in  Convention.  Appointed;  C.  F.  Eisher,  Esq., 
-f  Rowan;  M.  L.  McCorkle.  Esq.,  of  Catawba;  Otho  Gillespie, 
Esq.,  of  Iredell;  W.  A.  Lenoir,  Esq.,  of  Caldwell;  Todd  R. 
Caldwell,  Esq.,  of  Burke. 

On  motion,  the  Convention  adjonrned  nntil  9  o'clock,  A. 
M.,  to-morrow.. 


Friday  August  31,  9  o'clock,  A.  M. 

Tlie  Convention  was  called  to  order  by  the  Chair.  D.  A. 
Davis,  Esq.,  from  the  Committee  to  draft  By-laws,  reported 
a  series  of  Articles  and  Rules.  Which  were,  on  motion,  un- 
animously adopted. 

On  motion  of  W.  W.  Avery,  Esq.,  it  was 

Resolmed^  Tliat  the  Treasurer  of  the  Company  have  700 
copies  of  the  Charter  and  By-laws  of  the  Western  North 
Carolina  Rail  Road  Company  and  the  proceedings  of  this 
meeting  be  printed  together,  for  distribution  among  the 
Stockholders. 


Mr.  Fisiher  reported  that  there  were  3484  shares   repre- 
sented in  this  Convention  as  foUows: 

Bnrke,         ..--..  988  Shares. 

Catawba, 804      " 

Iredell, 074       " 

Rowan, 654       '• 

Cahlwell, -  74       '- 


Total, 3484 

A  luajority  of  the  stock  being  represented:  On  mtttion  it  was 

nemlvt'd,  Tliat  this  Convention  proceed  to  the  election  of 
Directoi-s. 

<^n  motion,  X.  X.  Fleming,  Esq.,  and  Dr.  John  F.  Foard, 
were  appointed  to  snpenntend  the  ballotting;  who  reported 
tluit  John  W.  Ellis,  of  RoAvan,  M.  L.  McCorkle,  of  Catawba, 
1,1..  F.'Simonlon,  Esq.,  of  Iredell,  and  Thomas  8.  Walton,  of 
]>nr]ce,  had  received  a  majority  of  the  votes  cast. 

( )ii  motion  of  Todd  R.  (-afdwell,  Esq.,  of  llurke,  it  was 

Iti:><olv<-d,  That  the  resolution  offered  in  the  informal  meet- 
ing OM^yesterdav,  by  Mr.  AA^erv,  of  Burke,  iixing  Morgantoi; 
as  the  terminus  of  the  first  section  of  the  Roact,  be  ratified 
and  adopted  by  this  Convention,  and  that  the  same  l)e  spread 
•upon  the  minutes  at  full  length  and  published  with  the  Chai'- 
terv  By-laws  and  proceedings  of  this  Coua  ention. 

.(•)n  motion  of  W.  W.    Avery,  Esq.,  the  Director  livim; 
nearest  Raleigh,  shall  have  the  appointment  of  the  time  and 
plac.eof  their  next  meeting. 
.    ()n  motion  of  W.  W,  xivery,  Esq.,  it  was 

Rifnlc'd,  That  the  thanks  of  this  meeting  be  and  tliey  are 
he]-el)v  tendered  to  Mr.  William  Murphv  for  the  use  of  his 
lialL' 

On  motion  of  T.  G.  AValton,  Esq., 

Resolved,  That  the  thanks  of  this  meeting  be  tendered  to 
the  Chairman  for  the  dignity,  ability  and  impartiality  with, 
which  he  has  presided  t»ver  its  deliberatio)is. 

On  motion — Resolved,  That  the  procee(iings  of  this  meet- 
ing be  published  in  the  newspapers  of  Salisbury,  and  the 
other  papers  in  the  State  favoj-able  to  the  enterprize,  be  re- 
< J  nested  to  copy; 

On  motion,  the  Chairman  declared  the  meeting  adiourned 
sine  die. 

T.  A.  ALLISOX,  Cn.viRMAN. 
W.  P.  Caldwell,   )    .,       ,     . 
J.  C.  Cannox,  )   ^'cretaries. 


C  II  A  R  T  E  U 


WESTERN    XIKTH  CAROLINA    RAILROAD   COMPANY. 


AX  ACT  TO  IXCOPOEATE  "THE  WESn:RX  :N^0RTH 
CAROLI]S'xi  RAIL  ROAD  COMPANY/' 

Section  1.  Be  it  enacted  hy  the  General  Assetuhlij  of  the 
State  of  North  Carolina^  and  it  is  hereby  enaeied  hy  the 
authority  of  the  mine.  That  for  the  purpose  of  constriictiTio;  a 
Rail  Road  to  effect  a  communication  between  the  Xoi-th 
Carolina  Rail  Road  and  the  Valley  of  the  Mir^sissippi,  the 
formation  of  a  Corpoi-ate  Company  is  hereby  authorized  under 
the  name  and  style  of  "Tlie  AVestei-n  Xorth  Carolina  Rail 
Road  Company,"  and  when  formed  in  compliance  with  the 
conditions  hereinafter  prescribed,  shall  have  a  corporate  ex- 
istence as  a  body  politic  for  the  term  of  ninety  nine  yeai"s. 

Sko.  2.  Be  it  further  enacted,  Tliat  the  said  ciompaiiy 
shall  have  power  to  construct  a  Railway  with  one  or  more 
tracks,  from  t]ie  town  of  Salisbuiy  (^n  the  Xorth  Carolina 
Rail  Road,  passins^;  by  at,  or  near  as  practicable  to  Statesville 
in  the  County  of  Iredell,  to  some  point  on  the  French  Bi-oad 
River,  beyond  the  Blue  Ridge — aud  as  the  Legislature  shall 
hereinafter  determine,  to  such  point  as  it  shall  designate  at  a 
future  session. 

Sec.  3.  Be  it  further  enacted,  Tliat  tVir  the  purp<ise  of 
creating  the  Capital  Stock  of  said  Company,  the  folluvs'ing 
persons  be  and  they  are  hereby  a]>])ointed  (Tcnei'al  Commis- 
sioners; namely:  E.  J.  Erwin,  \Vm.  M.  Shipp,  John  F.  Hoke, 
Wm.  A.  Lenoir,  John  I.  Shaver,  Samuel  R.  Bell  and  John 
Wilfong;  and  books  for  receiving  subscriptions  for  the  Capital 
Stock  aforesaid,  shall  be  opened  at  the  following  places,  and 
under  the  directions  of  the  following  persons,  to  wit:  at  Salis- 
l)ury,  under  tlie  direction  of  J.  AV.  Ellis,  D.  A.  Davis,  J,  II. 
Jenkins,  Wm.  Murphy,  A.  Henderson,  or  any  three  of  them; 
at  Lincolnton,  L.  E.  Thomps*)n,  C.  C.  Henderson,  II.  "W. 
Guion,  W.  J.  Hoke,  and  II.  Cansler,  or  any  three  of  tliem;  at 
Newton,  M.  L.  McCorkle,  Geo.  Setzer,  Joii.  Bost,  Dr.  Cam].- 
I)ell,  and  Geo.  Wilkie,  or  any  three  of  them;  at  StatesviUe, 
R.  O.  Simont(Ui,  J.  F.  Alexander,  C.  A.  Carlton,  A.  W. 
Jamieson,  W.  P.  Caldwell,  or  anv  three  of  them;  at  Tayloi-s- 
ville,  A.  C.  Mcintosh,  Wm.  C4.  James,  R.  Wall,  AltVed  Car- 
son, Devoult  Little,  or  anv  three  of  them;  at  Moi-ganton,  E. 


7 

J,  Erwiu,  R.  C.  Pearson,  C.  M.  Avery,  James  M.  Smyth, 
Thomas  G.  Walton,  or  any  three  of  them;  at  Marion,  Samuel 
Dool,  J.  C.  Wliitson,  J.  S.  Brown,  A.  Hiff^ns,  Logan  Burgon 
or  any  three  of  them;  at  Rutherfordton,  Wm.  Miller,  Robert 
Twitty,  Edward  Bryan,  O.  Bartlett,  David  Miller,  or  any 
three  of  them;  at  Shelby,  Wm.  T.  Miller,  Doct.  Tliomas 
Williams,  Albert  Holmesl^,  Wm.  Green,  A.  W.  Barton,  or 
any  three  of  them;  Mocksvdle,  B.  Bailey,  A.  M.  Booe,  Tliomas 
M.  Young,  J.  F.  Martin,  E.  Gaither,  or  any  three  of  them;  at 
Asheville,  N,  W,  Woodlin,  James  W.  ratton,  James  M. 
Smith,  AV.  W.  McDowell,  M.  Patton,  or  any  three  of  them; 
at  Ilendci-sonville,  John  Baxter,  V.  Ripley,  D.  B.  Miller,  J. 
C.  Allen,  M.  M.  Patton,  or  any  three  of  them;  at  Lenoir, 
under  the  direction  of  C.  C.  Jones,  R.  B.  Bogle,  E.  P.  Miller, 
W.  W.  Lenoir  and  James  C(^'^'per,  or  any  three  of  them;  at 
Boon,  under  the  direction  of  Jonathan  Heron,  Jordan  Council, 
George  N.  Folke,  John  Ilorton  and  E.  W.  Clewell,  or  any 
tliree  of  them. 

Sec.  4.  Be  it  further  enacted^  Tliat  all  persons  who  are, 
<n-  who  niay  liereafter  be  authorized  to  o^^vl  books  for  sub- 
scription of  Stock  by  the  Connnissioners  herein  appointed  for 

that  purpose,  shall  open  said  1)ooks  at  any  time  after  the  ra- 
tification of  this  act,  twenty  days  previous  notice  having  been 
given  in  some  one  or  more  of  the  public  newspapers  in  this 
State,  and  that  said  books  when  opened,  shall  be  kept  open 
tor  the  space  of  thirty  days  at  least,  and  as  long  thereafter  as 
tlie  Commissioners  tirst  above  named,  shall  direct,  and  tliat 
all  subscnptious  of  stock  shall  be  in  shares  of  one  hundred 
dollars,  the  subscribers  paying  at  the  time  of  making  such 
subscription  the  amomit  of  five  per  cent  on  the  same,  to  the 
person  or  persons  authorized  to  receive  such  subscription, 
and  in  ease  of  failure  to  pay  said  sum,  all  such  subscriptions 
shall  be  void,  if  the  Connnissioners  choose  so  to  declare  it,  or 
they  may  direct  it  to  l)e  recovered  by  suit  or  otherwise;  and 
up<_»n  closing  the  books  all  such  sums  as  shall  liave  been  thus 
recovered  of  subscribers  on  the  first  cash  installment,  shall 
be  paid  over  to  the  General  Commissioners  herein  before 
named,  l>y  the  persons  recovering  them,  and  for  failure  there- 
of such  person  or  persons  sliall  be  personally  liable  to  said 
General  Coiuuiissioners  before  the  organization  of  said  com- 
pany, and  to  tlic  company  itself  after  its  organization,  to  be 
recovered  in  the  Superior  Court  of  Law  witliin  this  State,  in 
the  County  wherein  such  delinquent  resides,  or  if  he  resid(^ 
ill  anv  other  State,  then  in  any  Court  in  sucli  State  liaving 


competent  jurisdiction,  that  said  General  Commissioners  shall 
have  power  to  call  on  and  require  all  persons  empowered  to 
receive  subscriptions  of  stock  at  any  time,  and  from  time  to 
time  as  a  majority  of  them  may  think  proper,  to  make  a  re- 
turn of  the  stock  by  them  respectively  received,  and  to  make 
payment  of  all  sums  made  by  the  subscribers;  that  all  per- 
sons receiving  subscriptions  of  stock  shall  pass  a  receipt  to 
the  subscribers  for  the  payment  of  the  first  installment  as 
heretofore  required  to  be  paid,  and  upon  their  settlement 
with  the  said  General  Commissioners  as  atbresaid,  it  shall  be 
the  duty  of  the  said  General  Commissioners  in  like  manner 
to  pass  them  receipts  for  all  sums  thus  received,  and  such 
receipts  shall  be  taken  and  held  to  be  good  and  sufficient 
vouchers  for  the  persons  holding  the  same. 

Sec.  5.  Be  it  fxvrther  enacted^  That  it  shall  be  the  duty 
of  the  said  general  commissioners  to  direct  and  authorize  the 
keeping  open  of  books  for  the  subscription  of  stock  in  the 
manner  above  described,  until  the  sum  of  three  hundred 
thousand  dollars  shall  have  been  subscril^ed  to  the  capital 
stock  of  said  company;  and  the  said  commissioners,  or  a 
majority  of  them,  shall  sign  and  seal  a  duplicate  declaration 
to  that  effect,  with  the  names  of  the  subscribers  appended, 
and  cause  one  of  the  said  duplicates  to  be  deposited  in  the 
Office  of  the  Secretary  of  State. 

Sec.  6.  Be  it  further  enacted^  Tliat  whenever  the  sum  bf 
three  hundred  tliousand  dollars  shall  be  subscribed  in  man- 
ner aforesaid,  the  subscribers  their  executors,  administrators 
and  assigns,  shall  be  and  they  are  hereby  declared  to  be  in- 
corporated jnto  a  company  by  the  name  and  style  of  the 
"  Western  North  Carolina  Rail  Road  Company, "  and  by 
that  name  shall  be  capable  in  Law  and  Equity  of  purchasing, 
holding,  leasing  and  conveying  estates,  real,  i>ersonal  and 
mixed,  and  of  acquiring  the  same  by  gift  or  devise,  so  far  as 
shall  be  necessary  for  the  purposes  embraced  within  the 
scope,  object  and  intent  of  this  charter  and  no  further,  and 
sliall  have  perpetual  succession  and  by  their  corporate  name 
may  sue  and  be  sued,  plead  and  l)e  impleaded  in  any  Court 
of  Law  and  Equity  in  the  State  of  North  Carolina,  and  may 
have  and  use  a  common  seal  which  they  may  alter  and  renew 
at  pleasure,  and  may  have  and  enjoy  all  other  rights  and  im- 
munities which  other  corporate  bodies  may  and  of  right  do 
exercise,  and  may  make  all  such  By-Laws,  rules  and  regula- 
tions as  are  necessary  for  the  government  of  the  corporation, 
or  for  effecting  the  object  for  whicli  it  is  created  not  incon- 


sidtent  Avith  the  constitution  and  laws  of  the  State  of  North 
Carolina. 

Sec.  7.  Be  it  further  enacted,  That  as  soon  as  the  sum  of 
three  hundred  tliousand  dollars  shall  have  been  subscribed 
in  tlie  manner  aforesaid,  it  shall  be  the  duty  of  the  General 
Commissioners  appointed  herein  to  appoint  a  time  for  the 
stockholders  to  meet  at  Salisbury,  which  they  shall  cause  to 
he  previously  pu})lis]ied  for  the  space  of  thirty  days  in  one  or 
more  newspapers  as  they  may  deem  proper,  at  which  time 
and  place  the  said  stockholders  in  person  or  by  proxy,  shall 
proceed  to  elect  four  directors  of  the  company,  and  to  enact 
all  such  By-Laws  rules  and  regulations  as  may  be  necessary 
for  the  government  of  tlie  corporation  and  the  transaction  of 
its  business;  the  persons  .elected  directors  at  this  meeting 
shall  serve  for  the  term  of  (;»ne  year,  and  at  this  meeting  the 
stockholders  shallfix  on  the  place  or  places  where  the  sub- 
sequent election  of  directors  shall  be  made;  but  if  the  da.j  of 
the  annual  election  should  pass  without  any  election  of  direc- 
tors, the  corporation  shall  next  thereby  be  dissolved,  but  it 
sluill  be  lawful  on  any  other  day  to  hold  and  make  such  elec- 
tion, in  such  manner  as  may  be  prescribed  by  the  rules  or 
By-Laws  of  the  corporation. 

'Sec.  8.  Be  it  further  enacted,  That  whenever  it  shall  ap- 
pear to  the  Board  of  Internal  Liiprovements  of  this  State,  by 
a  certificate  signed  and  sealed  by  said  Qeneral  Commissioners 
or  a  maiority  of  them,  that  tlie  sum  of  three  hundred  thousand 
dollars  has  been  subscribed  for  and  taken,  and  the  first  per 
cent  paid  in  thereon,  the  said  Board  of  Internal  Improve- 
ments shall  ])e  and  they  are  hereby  authorized  and  required 
to  direct  the  Treasurer  of  the  State  to  subscribe  on  behalf  of 
the  State  for  the  stock  in  said  company  to  the  amount  of  six 
hundred  thousand  dollars  in  the  capital  stock  of  said  company. 

Sec.  9,  ,  Be  it  further  enacted,  Tliat  upon  the  subscription 
of  six  liuudred  thousand  dollars  as  herein  before  provided  by 
the  Treasurer  under  the  direction  of  the  Board  of  Internal 
Improvements,  the  State  shall  appoint  eight  directors  in  said 
company,  who  shall  be  appointed  by  the  Governor,  by  and 
with  the  advice  and  consent  of  the  Council  of  State. 

Seo.  ]  0.  Be  it  further  enacted,  That  as  soon  as  tlie  com- 
pany shall  be  organized  as  aforesaid,  the  Board  of  Directors 
shall  proceed  to  locate  and  have  constructed  as  speedily  as 
possible  oji  the  route  they  may  deem  best,  a  Rail  Road  with 
one  or  more  tracks  to  be  used  with  steam  power,  which  may 
thereafter  be  extended  in  the  manner  hereafter  provided,  the 
town  of  Salisburv  on  the  iSTorth  Carolina  Rail  Road  connect- 


10 

ing  with  the  same  and  of  the  same  guage,  and  proceeding 
Westward  to  the  tennimis  aforesaid,  and  as  soon  as  the  first 
division  of  the  said  Road  shall  have  been  completed,  it  shall 
be  equipped  for  the  transportation  of  passengers  and  freight, 
and  all  necessary  warehonses,  water  stations  and  buildings 
shall  be  erected,  so  that  snch  division  shall  be  put  in  full 
operation  before  the  State  shall  be  called  nj^on  to  subscribe 
any  further  sum,  and  two  thii'ds  of  the  nett  proceeds  <:)f  such 
part  so  completed,  shall  be  paid  into  the  public  Treasury 
semi  annually,  to  be  applied  in  discharge  of  the  interest  on 
the  bonds  issued  by  the  State  for  said  Eoad  and  the  other 
third  of  nett  proceeds  shall  be  paid  to  the  individual  stock- 
holders in  proportion  to  the  stock  of  each;  and  whenever  such 
division  shall  have  been  completed  and  in  full  operation,  and 
one  third  of  the  estimated  cost  of  the  second  division  shall 
have  been  subscribed  by  solvent  persons  and  so  certitied  as 
provided  in  section  eight  of  this  act,  the  State  shall  subscribe 
the  remaining  two  thirds  of  the  estimated  cost  of  such  divis- 
ion, and  shall  pay  pro  rata  with  individual  stockholder  (such 
payment  by  them  being  in  casli  or  labor)  and  when  said 
second  division  shall  have  heen  completed  and  in  full  opera- 
ti<:>n,  the  nett  proceeds  shall  l)e  applied  as  hereiii  Itefore  pre- 
scribed; when  the  said  iirst  and  second  divisions  shall  have 
been  completed  and  in  full  operation,  and  one  third  of  the 
estimated  cost  for  completing  the  remaining  division  shall 
have  been  subscribed  15y  solvent  persons  certitied  as  afore- 
said, two  thirds  of  the  estimated  cost  thereof  for  completing 
the  said  road  to  its  Western  terminus,  shall  be  subscribed  by 
the  State,  and  when  the  same  shall  l^e  put  in  fnll  operation, 
the  nett  proceeds  shall  be  applied  as  aforesaid,  and  the  State 
shall  pay  her  share  of  the  subscription  pro  rata  as  aforesaid. 

Sec.  11.  Be  it  further  enacted,  Tliat  the  manner  and 
time  of  the  payment  of  the  subscription  on  the  part  of  the 
State  shall  be  as  follows:  namely:  the  one  fourth  part  as  soon 
as  the  private  stockholders  shall  pay  either  in  cat^h  or  labor 
the  one  fourth  part  of  their  subscription,  and  the  payment 
thereof  is  duly  certified  to  the  Board  of  Internal  Improve- 
ments by  a  certificate  under  the  seal  of  said  company,  signed 
by  their  Treasurer  and  countersigned  by  their  President,  and 
the  balance  either  in  part  or  in  ^hole,  whenever  tlie  payment 
of  a  pro  rata  amount,  either  in  cash  or  lal)or  shall  be  made 
by  the  private  stockholders,  and  duly  certified  to  the  Board 
of  Internal  Improvements  in  manner  and  foi-m  as  aforenamedi 
provided,  tliat  the  State  shall  not  be  called  upon  to  j^ay  an 
amount  at  anv  one  time  of  less  than  fiftv  thousand  dollars. 


11 

8!A'.  12.  Be  it  further  enacted,  Tliat  the  offices  of  the 
company  t>hall  be  inanaged  and  directed  by  a  general  Board, 
to  consist  of  twelve  directors  to  be  elected  and  appointed  as 
hereinafter  provided,  at  the  first  and  snbseqnent  general  an- 
nual meetings;  j)rovided,  that  no  person  shall  be  eligilde  as 
I'l-csident  oi^director  of  said  company,  nnless  he  be  a  resident 
citizen  of  this  State,  and  the  bona  fide  owner  of  at  least  five 
shares  of  stock  in  said  com]:)any. 

Sec.  13.  Be  it  further  enacted.  That  the  election  of  di- 
rectoifi  shall  be  by  ballot,  each  stockholder  having  as  many 
vote?  as  lie  has  sliares  in  the  stock  of  said  company,  and  the 
})erson  haAing  a  majority  of  all  the  votes  polled  shall  be  con- 
sidered as  duly  elected;  provided  that  no  person  shall  be 
cliji^-ihle  to  serA-e  as  director  in  said  board  Avho  is  not  a  holder 
of  five  shares  of  stock  in  said  company. 

8eg.  U.  Be  it  farther  enacted,  That  the  President  of  the 
Company  "shall  be  elected  by  the  directors  from  among  their 
number,"  in  snch  manner  as  the  regidations  of  the  Company 
sliall  provide. 

Skc.  15.  Be  it  farther  macttd,  niat  at  the  first  general 
meering  of  the  Stockholders  directed  to  be  called  nnder  the 
se\eiith  section  of  this  act,  a  majority  of  all  the  shares  snb- 
scribed  shall  be  represented  before  proceeding  to  bnsiness, 
and  if  a  snfiicient  nnmber  do  not  appear  on  the  day  appointed 
those  Avlio  do  attend  shall  have  poAver  to  adjonrn  from  time 
to  time  nntil  a  regular  meeting  shall  thns  be  formed;  and  at 
such  meeting  the'stockholders  may  provide  by  a  By-Law  as 
to  the  number  of  stockholders  and  amount  of  stock  to  be  held 
bv  them  Avhich  shall  constitute  a  quorum  for  the  transaction 
•  )f  bu.siness  at  all  subsequent,  regular  or  occasional  meetings 
of  stockholders. 

Sec.  16.  Be  it  further  enacted.  That  all  elections  and 
upon  all  votes  taken  in  any  general  meeting  of  the  Stock- 
holders up<:)n  ajiy  By-LaAv  or  any  of  the  offices  of  said  Com- 
pany, each  share  of  stock  shall  be  entitled  to  one  vote,  and 
thar  any  stockholder  in  said  company  may  vote  by  proxy, 
and  proxies  may  be  verified  in  such  manner  as  the  stock- 
holders by  hiAv  may  prescribe. 

Six:-.  17.  Be  it  farther  enacted,  Tliat  the  General  Com- 
missioners shall  make  the  return  of  the  shares  of  stock  sub- 
scribed for  at  the  first  General  Meeting  of  the  Stockholders, 
au<l  pay  over  to  the  Directors  elected  at  said  meeting  or  their 
authorized  agent  all  sums  of  money  received  from  subscribei-s; 
and  for  failure  thereof  shall  be  liable  to  said  company  to  be 
recovered  at  the  suit  of  said  company  in  any  of  the  Superior 
Courts  of  LaAv  in  this  State  Avithin  the  county  where  such  de- 


12 

linquent  or  delinquents  may  reside,  and  in  like  manner  from 
said  delinquent  or  delinquents,  executors  or  administrators  in 
case  of  his  death. 

Sec.  18.  Be  it  further  enacted,  That  the  Board  of  Direc- 
tors may  fill  all  vacancies  which  may  occur  in  it  during  the 
period  for  which  they  have  been  elected,  and  in  the  absence 
of  the  President,  may  appoint  a  pro  tempore  from  among 
their  number. 

Sec.  19.  Be  it  further  enacted..  That  all  contracts  or 
agreements  authenticated  by  the  President  and  Secretary  of 
the  Board  of  Directors,  shall  be  l)inding  on  the  company 
without  a  seal  or  such  a  mode  of  authentication  may  be  used 
as  the  company  by  their  By-Laws  may  adopt.  V    • 

Sec.  30.  Be  it  farther  enacted^  Tliat  the  Board  of  Direc- 
toi's  may  call  for  the  payments  of  the  sum  subscribed  as  stock 
iu  said  company,  in  such  installment  as  the  interests  of,  said 
company  may  in  their  opinion  require;  the  call  for  payment 
shall  be  pul:>lished  in  one  or  more  newspapers  publisiiud  in 
tliis  State,  for  at  least  one  month  before  the  day  of  payment, 
and  in  failure  of  any  stockliolder  to  pay  such  installment  as 
thus  required,  the  Directors  may  sell  at  auction  on  a  previous 
notice  of  ten  days  for  cash,  all  stock  subscribed  for  in  said 
company  by  such  stockliolder  and  convey  the  same  to  the 
purchaser  at  said  sale,  and  if  the  said  sale  of  stock  db  not 
produce  sufficient  to  pay  off  the  incidental  expenses  of  said 
sale  and  the  entire  amount  due  to  said  company  for  such  sub- 
sc!-iption  of  stock,  then,  and  in  that  case  the  whole  balance 
shall  be  held  as  due  at  once  to  said  company  and  may  l)e 
recovered  of  such  stockliolder  or  his  executors,  administrators 
or  assigns  at  the  suit  of  said  company  either  by  summavy 
motion  in  any  Court  of  superior  jurisdiction  in,  ^c.  county 
where  the  delinquent  resides,  on  a  j^revious  notice  of  teri  days 
to  sucli  delinquent  subscriber  or  by  action  of  assunqotion  in 
any  (^ourt  of  competent  jurisdiction,  or  by  a  M^arrant  before 
a  Justice  of  the  Peace,  'wiiere  the  sum  does  not  exceed  on(* 
Imndred  dollars  and  in  case  of  the  assignment  of  stock  before 
the  whole  amount  lias  been  paid  to  the  conq^any,  then  for  Jill 
sums  of  such  stock,  both  the  original  subscribers  and  the  first 
and  all  subse([uent  assignees  shall  be  liable  to  the  compaTiv 
and  the  sum  niay  be  recovered  as  above  described. 

Sk(\  21.  Be  it  further  I'naHed^  That  tlie  debt  of  stock- 
holders, due  to  the  company  for  the  stock  therein  either  as 
original  proprietors  or  as  first  or  subsequeut  assignees  sliall, 
ho  considered  as  of  equal  dignity  vvitli  judgments  in  the  dis- 


18 
tribution  of  assets  of  a  deceased  stockholder  by  hi?  })ers<»ii;ii 
representatives. 

Shc.  22.  Be  it  fuiiher  enacted^  That  said  conipauy  shall 
issue  certificates  of  t;tock  to  its  members,  ami  said  stock  may 
ho  traiisfered  in  such  manner  and  fonn  as  may  be  directed 
by  the  By-Laws  of  the  company. 

"Sec.  23.  Be  it  further  i-nndid.  That  said  company  may 
at  any  time  increase  its  capital  to  a  sum  suiiiceiitlo  eomph-te 
^aid  road  not  to  exceed  ($(j,U()0,0oO)  six  millions  of  dollars. 

Sec.  24.  Be /it  furt?ier  encfrfrd,  Tlmi  the  board  of  direc- 
tors shall  once  in  e\ery  year  at  le^st  mjike  a  tull  ]-eport  of  the 
state  of  the  conipaiiy  and  its  affairs  .to" a.  general  meeting  yi' 
rhe  stockholders,  and  oftener  if  required  by  law,  and  i^aid 
report  shall  be  laid  before  the  Board  of  Internal  Improve- 
ment, and  said  b(.)ard  of  dircctoi-s  shall  have  power  to  call  a 
general  meeting  of  the  stocklmldcrs,  wlien  the  board  may 
deem  it  expedieiit,  and  the  company  may  provide  by  their 
l)y-LaAvs  for  occasional  meethigs  being  called,  and  prescril.)c" 
rhc  mode  thereof. 

Skc.  ^a.  Be  it  farther  enacted.  That  the  said  com[)aiiy 
sh ^11  have  the  exclusive  right  of  conveyance,  transportaiioii 
of  persons,  goods,  merchaudize  and  produce  over  rlie  -aid 
Rail  Eoad  to  be  by  them  constructed,  at  such  chaiges  as  may 
he  fixed  on  by  the  board  of  directors. 

Skc.  20,  Be  it  farther  enacted.  That  said  company  may 
where  they  see  tit,  foi'm  oat  their  right  of  transportation  over 
said  Raiir^oad,  subject  to  the  rules  above  mentioned,  and 
the  said  conipauy  and  axKivy  one  wlio  may  have  received  from 
the  right  of  transportation  of  goods,  wares,  merchaiicKze  over 
rlie  said  Rail  Road,  shall  be  deemed  and  taken  to  be  a  coni- 
iiion  carrier  as  j-espects  all  goods,  wares,  produce  aiul  merch- 
.•mdiKe  entrusted  to  them  for  transportation. 

S-KC.  27*  Be  it  ftirfhrr  'aacird,  Tliat  the  sai<l  c(impauy 
may  purchase  here  and  linld  in  fee,  or  for  a  tei-m  wf  year-, 
aiul  laud  tenements,  hereditament:^  which  may  be  ueces-ary 
for  ilie  said,  Road  or  the  appertenances  thereof,  or  for  the 
erection- of  depositories,  store  houses,  houses  for  the  otfk-ers, 
servants  or  agents  of  the  company,  or  for  work  shops,  foun- 
<laries,  to  be  used  for  the  said  company,  or  for  pn^curing-^ 
st'oire  or  other  materials  necessary  for  said  company  in  tiie 
construction  or  re])airs  of  the  road, Or  for  effecting-  tran-por- 
ration  tliereon  and  for  no  other  pnrpo>e. 

Si:r.  28.  B>  it  further  enacted.  That  the  ci'mp;£?iy  .-hall 
li!i\'(;  right  when  necessary  to- construct  the  said  Mntti  acro-> 
..r  along  any  public  road  i>r  water  course,  [•rovided,  rhe  said. 


14 

coinpaiiy  shall  not  obstruct  any  public  road  without  con- 
structing: another  equally  as  good,  and  other  roads  may  here- 
after connect  with  or  cross  the  same  upon  such  terms  as  the 
General  Assembly  may  prescribe. 

Sir.  29.  Be  H  further  enacted,  That  when  any  lands  for 
riii'lit  of  M.'.y  may  be  required  by  said  company  for  tlie  pur- 
]>«».-e  of  constructing  their  road,  or  for  any  of  the  uses  de- 
scribed in  Section  27  of  this  act,  and  for  the  want  of  agree- 
ment as  to  the  value  thereof,  or  from  any  other  cause,  the' 
same  cannot  be  purchased  from  the  owner  or  owners,  the  said 
company  shall  haye  the  same  powers  to  condemn  all  such 
lands  belonging  to  individuals  or  corporations  as  may  be 
needed  for  the  aforenamed  purposes  as  were  granted  to  and 
cc»nfcred  upon  the  Xorth  Carolina  Railroad  Company  ]>y 
their  act  of  incorporation,  and  shall  proceed  to  condemn 
such  lands  in  the  same  manner  and  to  the  same  extent,  under 
the  like  rules,  restrictions  and  conditions  as  are  prescril)ed  in 
the  charter  aforesaid  for  the  i^'oyernment  of  the  said  Com- 
pany, and  the  said  Company  sTiall  be  entitled  to  hold  in  fee 
simple  all  lauds  belonging  to  the  State  over  and  through 
which  the  said  road  may  pass,  to  an  extent  not  exceeding  one 
hundred  feet  on  either  side  of  said  road,  and  in  the  absence 
of  any  coiitract  or  contracts  in  relation  to  lands  through  which 
said  road  may  pass,  it  shall  be  presumed  that  the  land  on 
which  said  road  nuiy  be  constructed,  together  with  one 
innidred  feet  on  each  side  thereof,  has  been  granted  by  the 
owner  or  owners  to  the  Company;  and  the  said  company  shall 
have  good  right  and  title  thereto,  and  shall  have,  hold  and 
enjoy  the  same  so  long  as  it  shall  be  used  for  the  ^jurposes  of 
said  road  and  no  longer,  unless  the  owner  or  owners  shall 
apply  for  an  assessment  of  the  value  of  said  lands  as  herein- 
iK^ibre  directed  within  two  years  next  after  that  part  of  said 
road  has  been  located,  and  in  case  the  owner  or  owners  of 
such  lands  or  them  claiming  under  him,  her  or  them,  shall 
uot  apply  within  two  years  from  the  time  aforesaid,  he,  she 
^•r  they  shall  be  forever  barred  from  recovering  the  same  or 
ha\ing  an  assessment  or  comi^ensation  therefor;  provided, 
that  nothing  hei'ein  contained  shall  effect  the  rights  of  infants, 
feme  coverts,  persons  non  comjyus,  or  beyond  the  seas,  until 
two  3^ears  after  the  remoA^al  of  their  respective  disabilities, 
and  the  same  and  all  the  estate  aforesaid,  shall  be  exempt 
from  taxation  until  the  dividends  of  profits  of  said  Company 
shall  exceed  six  per  cent  per  annum. 

Sec.  ?)(\.     Be   it  further   enucted,  Tliat  if  any  person  or 
persons  shall  intrude  upon  said  Railroad  by  any  manner  of 


15 

use  thereof  of  rho  rights  and  privileuvs  connected  llierewith, 
without  i)orinissioii,  or  contrary  to  the  Avill  of  said  company, 
he,  she  or  tliey  may  he  indicted  for  misdemeanor  and  njxm 
conviction  may  be  lined  and  imprisoned  by  any  Conrt  (^f 
competent  jnrisdiction  in  this  State. 

Sk(\  31.  Be  it /(uiher  enacted^  That  if  any  person  si i all 
willfully  and  maliciously  destr(\y  or  in  any  nlanner  hurt  or 
damage  or  obstruct,  or  shall  willfully  and  maliciously,  cause, 
aid,  assist  or  council  any  other  person  or  persons  to  destroy 
or  in  any  manner  to  hurt,  damage  or  obstruct  the  said  Ilail- 
road  or  any  l>ridge,  watertank,  warehouse  or  any  other  pro- 
perty of  said  company,  or  any  loc(^motive  or  car  used  tor  or 
in  transportation  thereon,  such  person  or  persons  so  offend- 
ing shall  be  liable  to  be  indicted  therefore,  and  on  convic- 
tion shall  be  imprisoned  not  more  than  six  nor  less  than  one 
month  and  pay  a  line  not  exceeding  live  hundred  dollars  nor 
less  than  twenty  dollars  at  the  discretion  of  the  Court  l»efore  , 
which  said  conviction  shall  take  place,  and  shall  l)e  further 
liable  to  pay  all  expenses  of  repairing  the  same,  and  it  shall 
not  be  competent  for  any  person  s<.)  offending  against  the 
provisions  of  this  clause  to  defend  himself  by  pleading  or 
giving  in  evidence  tlirt  he  was  the  owner  agent  or  servant  of 
the  owner  of  the  land  where  such  destruction,  damage,  injury 
or  obstruction  was  done  at  the  time  the  same  was  caused  to 
be  done. 

Skc.  32.  Be  it  further  enacted,  That  everv  obstruction 
to  the  safe  and  free  passage  of  vehicles  on  said  I'oad  or  its 
branches,  shall  be  deemed  a  public  nuisance  and  may  be 
abated  as  such  by  any  officer,  agent  or  servant  of  said  com- 
])any  and  the  person  causing  such  obstruction,  may  be  in- 
dicted and  punished  for  a  misdemeanor. 

Sec.  33.  Be  it  further  enacted,  Tliat  the  said  company 
shall  have  the  right  to  take  at  the  store  houses  erected  by 
them  on  said  Railroad  or  connected  therewith  or  on  its 
branches,  goods,  wares,  merchandize  and  produce  intended 
for  transportation  prescribe  the  rules  of  priority  and  charge 
and  receive  such  just  compensation  for  storage  as  tliev  by 
rules  may  establish  (which  they  shall  cause  to  be  published) 
or  as  may  be  fixed  by  agreement  with  the  owner  which  may 
be  distinct  from  the  rates  of  transportation. 

Sec.  34.  Be  it  farther  enacted,  That  the  profits  of  the 
company  or  so  much  thereof  as  the  board  of  directors  nuiy 
deem  advisable  shall  when  the  affairs  of  the  company  will 
admit,  be  quarterly  or  semi-annually  divided  among  the 
stockholdei*s  in  proportion  to  the  stock  each  may  own. 


16 

Skc.  35.  Be  fvrih^r  enacted,  Tliat  as  soon  as  it  may  be- 
come necessary  to  borrow  the  money  for  payment  of  the  sub- 
scription by  tills  act  authorized,  the  Public  Treasurer,  shall 
issue  Conpon  bonds  signed  by  himself  and  countersigned  by 
the  Comptroller,  in  sums  not  less  than  iiye  hundred  dollart? 
each,  pledging  the  State  for  the  payment  of  the  sum  therein 
mentioned,,  with  interest  thereon  at  the  rate  of  interest  not 
<-xceeding  ^Lr,  per  cent  per  annum  payable  •st^/^i-i'-annually  at 
>uch  times  and  places  as  the  Ti-easurer  may  appoint;  the 
principal  of  \vhich  bonds  shall  be  redeemable  at  tlie  end  of 
thirty  years  from  the  time  the  same  are  issued,  but  no  greater 
of  such  certiticates  shall  be  issued  at  any  one  time  than  may 
l)e  sufHcient  to  meet  the  installment  required  to  be  paid  by 
the  vState  at  that  time. 

Skc,  36.  Be  it  further  enacted,  Tliat  the  Comj,»ti'ollei- 
shall  register  such  bonds  at  large  in  a  hook  to  be  kept  for  that 
I'urpose  at  the  time  lie  countersigns  the  same,  and  wlien  he 
<  lei  Ivors  the  same  to  the  Puldic  Treasurer,  he  shall  cliarge 
liim  in  his  books  with  the  amount  thei-eof  and  also  with  all 
sums  if  any,  M-hich  the  Public  Treasurer  may  <ibtain  by  way 
of  premium  on  tlie  sale  of  said  bonds,  an  account  of  which 
the  Public  Treasurer  shall  render  to  the  C<.nnptroller  so  soon 
as  negotiations  troiii  .time  to  time  tor  the  sale  of  said  bonds 
^iie  closed. 

Sj3(!.  37.  Be  it  f'/i'tlei'  fiiactcd,  That  so  soon  as  it  shall 
liccome  necessary  to  issue  the  bonds  aforesaid,  the  Pu])lic 
Treasurer  shall  advertise  in  one  or  more-  newspapers  as  he 
may  think  best,  and  invite  sealed.  pr()posals  for  such  amount 
of  trie  aforesaid  subseiiption  as  may  l)e  wanted  at  any  one 
;ime,  and  it  sludl  be  his  duty  to  arccpt  tho&e  terms  which 
nuiy  be  most  advantageous  to  the  State;  provided,  that  in  no 
I'v.cnt  sl'.all  any  of  the  said  bonds  be  sold  for  less  than  their 
par  value,  and  atiy  }>remiums  which  maybe  obtained  on  the 
-ale  of  said  cerriHcates  shall  be  placed  in  the  Public  Treasury, 
and  'is>.ed  as  other  pid)lic  funds,  and  kept  or  invested  to  pa-y 
the  jjaterest  on  the  debt  hereby  authorized. 

Sw.  ;;s.  Be  it  furthei'  enacted.  That  as  security  for  the 
redem})tion  of  said  bonds,  the  public  faith  of  the  State  of 
A'ortlj  Carolina,  is  hereby  pledged  to  the  holders  thereof,  and 
^in  ad<iition  thereto  all  the  stock  held  by  the  State,  in  the 
Western  Xorih  Carolina  Rail  Poad  Company  hereby  created, 
!sh.all  ])e  a.nd  the  same  is  hereby  pledged  for  that  purpose, 
«Md  any  dividends  of  profit  which  may  from  time  to  lime  be 
d'.elared,  shall  be  applied  to  the  payment  of  the  interest  ac- 
'■Tin'iiii;  on  said  bonds;  but  until  such   dividends  of  prc)tit  may 


be  declared,  it  sludl  iJ'e  the  duty  of  the  Treasurer,  and  he  is 
hereby  authorized  and  directed  to  pay  all  sueh  intereBt  as 
the  same  may  accrue,  out  of  any  moneys  in  the  Treasury 
not  otherwise  api)ropriated. 

Sec.  39.     Be  it  further  macted,  lliat  the  bonds  hereby 

authorized  to  be  iss'uecL  shall  have  coiipons  attaclied  to  them 

expressins>:  on  tlie  face  of  tiieiu,  the  amount  of  the  semi  annual 

interest  due  on  such  bonds,  and  the  said  bonds  shall,  and  inay 

•be  tsansferable  by  the  holders  thereof,  by  delivery  oidy. 

Seo.  40.  Be-  it  further  enacted^  That  it  shall  be  tlie  d\ity 
of  the  Pi>l)lic  Treasurer  to  enter  in  a  book  to  be  kept  for  that. 
purpose,  a  memorandum  of  such  l»onds  as  n^ay  be  issued  b\- 
virtue  of  this  act,  the  number  i\\i(\  date  of  issue,  when  nwd 
where  payable,  to  whom  issued  or  to  whom  sold,  and  at  what 
l)remium'if  any,  the  same  was  sold  by  liim. 

Sec.  41.  Be  it  furtJy.r  cnaetid^  Tliat  at  all  j^-eneral  meet- 
ings of  the  stockliolders,  afrer  the  subscription  hereinbefore 
provided  to  be  made  o;i  the  ]iarr  f.f  the  State  shall  be  made, 
tlie  State  shall  be  rejiJc^eiitcd  by  an  agent  or  proxy  appoint- 
ed l)y  the  Governor,  and  such  agent  or  proxy  shall  be  enti- 
tled in  the  general  meetings  af-uesaid,  to  vote  onall  »juestioii> 
according  to  the  State's  St(/ck,  exce]'t  in  the  election  of  J  >i- 
rectors  by  tlic  individual  stockliolders.  And  any  stocklu^ldei- 
or  person  acting  by  proxy.  wIao  may  offer  to  vote  on  any 
stock, transfered,  may  be  iecpiircd  by  a  stockholder  preset! t 
to  swear  that  he  is,  or  if  by  a  proxy, 'that  the  person  lie  repre- 
sented, he  believes  to  be  the  hona  fde  owner  of  such  stock. 
otherwise  such  vote  shall  Jiot  be  i-eccived,  and  on  the  death 
of  any  stockholder,  his  legal  rejiresentativ^e  shall  be  entitled 
to  vote  either  in  person  or  by  pi-oxy,  ])rovided  that  rlie  State 
shall  be  entitled  to  a  j9/y>  ruia  vote  on  her  stock  of  onethini 
according  to  tfie  representati<in  of  individual  stuck  in  tlu^ 
meeting. 

Sec.  42.  Be  it  fvrther  marfcd,  Tliat  wheivas  the  said 
company  shall  have  completed,  e(iuipped,  and  in  full  opera- 
tion with  one  or  more  tracks  for  the  transportation  of  passen- 
gers and  freight,  the  lirst  division  of  said  road  and  all  neces- 
sary ware  houses,  water  stations  and  buildings,  aiid  tlie  afore- 
named subscription  of  nine  hundred  thousand  dollars  by  tln^ 
stockholders  and  the  State  expended;  the  Board  of  Directoi-s 
shall  at  once  proceed  to  cause  books  to  be  opened  by  such 
persons  as  they  may  appoint  and  at  such  places  as  tJiey  may 
deem  l)est,  to  secure  the  fuilher  subscription  of  three  hmidreo. 
thousand  dollars  to  the  capital  stock  of  said  conu)any,  whicli 
may  be  made  under  such  rides,  requirements  and  conditions, 


as  nliall  be  prescribed  by  thv  Boa':d  ('\  j^nieeit'i'f^^  and  the  pei"- 
si>ns>o  a[)poi)ited  shall  make  rlieir  retiij-n  to  tke  Board,  of 
Direetoi'g. 

Skc.  4:0.  Be  H  further  evaded,  lliat  M'liencter  it  sball 
appear  to  the  Board  of  Internal  Improvements  of  thiB-State' 
by  a  certificate  inider  the  seal  of  said  company,  signed*  by 
Iheir  secretary  and  conntersigned  by  their  President,  that  the 
said  further  snm  of  three  hundred  thousand  dollars  has  been 
subscrilted  to  the  capital  stock  <rf  said  company,  tlie  saici* 
Board  of  Internal  Improvements  sliall  be  and  tliey  are  here- 
by authorized  and  required  to  direct  tlie  Treasurer  oi'the  State 
to  nudvo  the  further  subscri})tion  on  belialf  of  the  State  for 
stock  in  sai<l  com])any,  to  the  amount  of  six  hundred  tliousand 
dollars  in  'he  capital  stock  of  said  company. 

Sec.  44-.  Be  it  further  enacted,  T)iat  the  manner  and  time 
of  payment  of  the  further  subscription  on  tlie  part  of  the  State, 
.-hall  be  the  same  as  are  prescribed  in  section  V2  of  this  act, 
and  under  ihe  same  conditions,  restrictions  and  ccrtiji cations, 
as  therein  prescribed  for  the  payment  of  the  subscr?}>tion  ])e- 
fore  provided,  to  be  made  on  tlie  aforenamed  tirst  subscrip-, 
tion  of  said  amount  on  behalf  <tf  tlie  State,  to  the  capital  stock 
in  said  company. 

Sec.  45.     Be  it  farther  e^uieieil^  Tliat  whenever,  and  as^ 

soon  a«  the  said  company  shall  liave  completed,  e(ju.i}»ped 
and  ill  full  operation,  with  one  o:;  more  tracks,  for  the  trans- 
portation of  passengers  and  treiglit,  the  se,cond  division  of 
sai4  railway,  the  Board  of  Directors  of.  said  coinpany  shall 
pK'j^-eed  in  the  same  manner,  and  under  the  same  provision, 
regiilationi«,  resti'Ietions  and  conditions  as  are  prescribed  in 
feetions  forty -two,  forty-three  and  forty-four  of  this  act,  to 
cfieet  the  construction  of  each  and  every  consecutive  division 
of  said  rail- way  throughout  the  line  located  as  provided  in 
section  ten  of  tliis  act,  and  the  same  provisions,  regulations, 
restrictions  ami  conditions  expressed  in  said  sections  forty- 
two,  forty-tliree  and  foi-ty-four  of  this  act,  as  aforesai(l,  shall 
be  in  full  force,  when  ap]>Iied  for  the  construction  of  eacli 
and  every  consecutive  divi!>i<m  of  said  railway  througliout 
said  line  locate<I  as  provitleil  in  section  ten  of  this  act,  pro- 
vided however,  that  sliould  the  tirst  subscription  provided 
for  in  the  seventh  section  of  this  act  to  be  taken  by  individu- 
als on  the  iir.st  dirisioii  Ijy  four  hundred  thousand  dollars,  and 
the  five  per  cent  thereon  paid,*  and  the  certiiicate  thereof^ 
made  as  in  said  seventh  section  mentioned;  then  and  in  that 
ca><\  the  first  subseription  on  the  part  of  the  Treasurer  of  the 


.^.^ 


State  I'or  rlio    said' u'Tl'^  division,    sliall    bo    (-lii-lit    hunifrocf 
thousand  dollars. 

Sko.  4H.  Be  U.  fa  like  i'  en<kie<l^  That  iho  tol  lowing'  otti' 
(•oiv,  servants  and  ])ersojis  in  the  aetual  einphtvinent  of  the 
said  eonipanv,  he  and  they  are  lierehy  exeiu))ted  from  tlie 
pert'oi-iiianee  of  jury  and  oi-diiiary  niilitai'vdutv;  the  President 
and  Treasurei-  of  the  Board  of  L)ireetors,  the  chief-and  assist- 
ant en^-ineer>,  the  Secretaries  and  aeeountanrs  of  tlie  eoni- 
panv, keepers  of  de[)08itorie8.  gnards  stationed  on  the  road  to 
protect  it  from  injni-v,  and  siicli  persons  as  may  he  workini;- 
the  locomotive  engines  and  travellirig  witli  tlie  ears  for  tlie 
))nrpose  of  attending  to  tlio  transportation  of  ])as?engers,  pro- 
duce and  merchandize  on  tlie  i-oad. 

Si-X'.  47.  Be  !t  f'/rthei'  enaeti'd,  That  any  C'ounfy  throngh 
wliicli  tlie  said  road  passes,  may  suhscrihe  for  any  amount  of 
the  capital  stock  in  said  company,  as  a  majority  of  the  voters 
of  said  connty  may  approve,  for  whicli  pu;*pnse  the  (Jonrt  of 
Pleas  and  Qnarter  Sessi<ais  for  said  comities,  are  hereby  au- 
thorized to  hold  an  election  at  the  nsnal  times  and  places  of 
voting  for  membei"s  of  the  General  Assembly. 

Si-;c.  48.  Be  »t  fiiiiher  ('iii((i><7.  That  it  sliall  be  the  duty 
of  the  •President  and  Dii-ectors  of  said  Company  during  tiie 
first  week  in  Decem])er  of  each  and  every  year  t(»  transmit  to 
the  Governor,  to  be  by  liim  laid  before  the  General  Assembly 
at  each  biannual  sessio^i,  a  coi-rect  statement  of  the  receipts 
and  expenditures  of  said  company  during  rhe  year  ])receed- 
ing,  and  also  the  amount  of  its  debts. 

Read  three  times  and  ratiiled  in  General  Assembly,  tiiis 
15th  dav  of  Febniarv,  Is.^.k 

SAMUEL    P.    HILL, 

Spiuilfp  of  the  JI()Ui<<'  of  ('onrii}oth-'<. 

WAP.REN  WINSLOW, 

'Sj)eaJi'e/'  of  Ihe  Senate. 


STATE   OF   XOPTII   CAROLINA,   ) 

OfFK'K  of  SKORin'ARV  OF  S'l'A'lT..         \ 

I,  William  Hill,  Secretary  of  State,  in  and  for  the  State  of 
North  Carolina,  do  hereby  certify  that  the  foregoing  is  a  true 
copy  of  the  original  as  ratitied  and  on  file  in  this  otHce. 

Given  under  mv  hand  this  ITtli  day  of  Marcli  1S55. 

WILLIAM   niLL, 

Hecreldi')/  (f  Slate. 


B  Y  -  L  .  S 


OF   TIIK 


ESTERN  NORTH  CAROLINA 

RAILROAD  COMPAIY. 


MEETmG   OF   !ST0(;KIT()LI)EKS. 

I.  Tho  next  annual  Meeting  of  Stoeldioldcrs  .-lial!  be  liei<l 
:at  Stafc-ville,  on  tlie  lasl  Tlmrs^day  in  An^uist  next,  and  tlie 
see<»nd  Annual  Meeting  at  Kewton,  tlie  third  at  Moi'gantoii 
:iind  tlie  1'iui-th  at  SaliBbnrv,  and  all  subsequent  meetings  shall 
alternate  i)i  the  same  vray  between  the  above  named  places. 
And  the  Ijii'cerors  now  elected,  shall  remain  in  otHce  until 
tlie  next  Annual  Meeting  on  the  last  Thursday  in  .Vugust, 
.and  until  others  shall  he  elected. 

II.  Oil  failure  of  the  Stockholders  to  elect  Direct^rsat  ariy 
OeU'Oral  Annual  Meeting,  it  ^hall1)e  the  duty  of  the  President 
for  the  tir,)e  Iteing,  fortliwith  to  advertise  a  General  J^Seeting 
of  tlie  Stockholders  to  be  held  within  twenty  days  thereafter 
for  the  pu'-pose:  and  on  failure  of  the  President  so  to  advertise, 
or  of  the  nuH-ting  sd  called  to  elect  Directors,  it  shall  be  the 
duty  of  tbe  iJirecrors  for  tlie  time  being,  or  any  one  (if  them*, 
ro  advertise  as  above  directed. 

in.  At-  least  sixty  indivi-dual  stockholdei-s,  holding  a 
•majority  ■>['  the  stock  subscribed  by  individuals,  sliidi  be 
lu'eseiit  ei'bei'  inperson  or  by  proxy,  to  constitute  a  meeiing 
4'or  tlie  Tr;Misaction  of  business. 

TV,  The  President,  or  any  five  J3irectoi's,  o]'  any  number 
<if  St<'Kekh'>ldetv  representing  one-third  of  the  indiA-idmil  stock 
in  tlie  IVestern  Xorth'Caroliiui  Railroad  Company,  shall  have 
power  to  call  (K-casional  Meetings  of  the  Stockholders,  at 
such  tjme  .ind  place  as  he  or  they  may  think  proper, — iii'st 
.giving  twenty  days  notice  thereof  in  two  or  more  newspa})e:v 
])ubTi4:ied  ill  this  State. 

PEESIDEls'T. 

i.L  Tile  President  shall  be  elected  annually  by  ballot  by 
tkemajoiity  of  the  Board  of  Directors;  and  shall  receive  as 
ri*n}>ensj^tion  for  his  services  an  animal  salary  of  $2000,  over 
tm)(\  above  his  necessary  travelling  expenses  incurred  by  or- 
ilt'r-f^i't}u:  ]\»ai'd  of  Directors,  in  journeys  out  of  the  Staie. 


21 

II.  The  l^residout  sluill  luive  the  general  8U[)eiiV..(.»iuience- 
and  control  of  all  the  other  officers  of  the  Company,  and 
>hall  j)re*scribe  their  duties  unless  otherwise  provided  for  by 
the  Rules  and  llegidations  of  the  IJoard  of  Directors :  he  shalli 
cui'cfnlly  examine  into  tlie  performance  of  their  duties,  and 
from  time  to  lime  report  to  the  Directors  all  and  ev.e-j'y  nuit- 
ter  t(niching  tire  interests  of  the  Company  vviiich  shall  come 
to  his  kno\s4edge. 

•  III.  The  President  sliall  keep  the  seal  of  tlie  Company, 
and  with  the  consent  of  a  nnijority  of  the  Directors  shall  af- 
lix  the  same  to  all  conveyances  and  other  instruments  to 
•which  the  attestation  of  the  seal  may  l)e  neccessaiy,  and  sign 
tJie  same  r^i  l)elialf  of  the  Coi-poi'ation. 

yECRETARy  AND  TREASURER. 

I.  The  Offices  of  Secretary  and  Treasurer  shall  bo  com- 
bined until  the  Board  of  Directore  shall  deem  it  necessary  U> 
separate  them. 

II.  The  Treasurer  and  Secretary  shall  be  appoijited  by  the 
Board  of  Directors,  and  shall  give  bond  in  the  sum  of  '|i5U,- 
000,  witli  the  security  to  be  ap)proved  by  the  Board,  ajid  ' 
shall  receive  for  his  services  the  sum  of  $1,000  per  annum. 

III.  It  shall  be  the  duty  of  the  Treasurer  and  Secretary  to 
keep  a  full  and  fair  journal  of  the  meetings  and  pi'oceedings 
of  the  Board  of  Directors ;  to  advertise  and  collect  ail  assess- 
ments wliich  may  from  time  to  time  be  made  upon  the 
Stockholders ;  and  in  failure  of  any  Stockholder  to  pay  his 
assessments  within  the  time  prescribed,  to  report  tlie  name 
or  names  of  such  Stockliolders  to  the  President ;  to  take 
charge  of  and  safely  keep  all  the  money  and  other  .  alual)le 
effects  of  the  Company,  and  to  disburse  the  same  under  the 
direction  and  upon  the  requisition  of  the  President;  and  to 
take  proper  vouches  for  such  disbursement,  and  to  perform 
all  such  other  duties  as  may  be  prescribed  by  tb.e  Board  of 
Directors. 

lY.  Tlie  Treasurer  shall  deposit  all  money  belonging  to 
the  Company  in  the  Branch  Bank  of  Cape  Fear  at  Salisbury, 
and  in  the  Branch  Bank  of  the  State  of  JSTortli  Carolina  at 
Morganton. 

V.  Tliat  a  standing  committee  of  three  persons  be  ap- 
pointed at  each  annual  meeting  of  the  Stockholders, 
(commencing  with  the  present,)  to  audit  and  report  upon  all 
accoimts  of  the  Treasurer,  to  the  stockholders  at  each  annual 
meeting ; — that  said  committee  act  in  the  intervals  of  regu- 
lar meetings,  and  that  they  be  allowed  the  sum  of  ten  cents 


• 


per  mile  for  their  travelling  expenfies,  and  the  sum  of  two 
dollars  per  diem  for  each  day  in  which  tliev  shall  be  en- 
gaged in  said  service. 

\'I.  Tlie  Secretary  and  Treasurer  shall  give  twenty  days 
notice  in  not  less  than  three  Newspapers  published  in  the 
State,  of  the  time  aiid  place  of  all  annual  meetings  of  the 
stockholders. 

DIEECTOES. 

I  Tlie  Board  of  Directors  shall  meet  once  in  every  three 
months.  The  iirst  meeting  shall  take  place  in  Salisbury,  and 
all  subsecpicnt  meetings  at  such  places  as  the  Board  may  di- 
rect, and  the  President  shall  be  at  liberty  to  oonvene  the 
])oard  as  much  oftener  as  the  interest  of  the  Company  may 
require,  and  the  Directors  shall  receive  as  full  compensation 
foi-  their  services  at  the  rate  of  ten  cents  per  mile  for  every 
mile  travelled  to  and  from  tlie  place  of  meeting,  and  five 
members  of  the  Board  of  Directors,  including  the  President, 
shall  constitute  a  quorum  for  the  transaction  of  business. 

II.  The  President  and  Directors  shall  have  power  to  em- 
ploy Engineers  and  such  other  Olhcers  and  Agents  as  they 
may  think  proper,  and  to  fix  their  compensation;  and  shall 
make  a  report  of  all  such  appointments  to  the  regular  Annual 
Meeting  of  the  Stockholders. 

III.  The  Directors  shall  have  power  to  establish  a  c<:>mmon 
seal  with  suitable  devices;  to  ascertain  and  detine  the  duties 
of  the  OfHcers,  Clerks,  and  Servants  of  tiie  Company,  and 
direct  them  in  the  performance  thereof,  and  to  dismiss  from 
the  service  of  the  Company  any  OtKcer,  or  Agent,  Clerk  or 
Servant  appointed  by  tliem,  at  pleasure. 

IV.  Tlie  Eeport  of  the  President  and  Directors,  with  ac- 
companying Documents  and  Eeport  of  tlie  Auditing  Com- 
mittee, shall  be  printed  and  distributed  among  the  Stock- 
holders, as  soon  as  each  Annual  Meeting  shall  be  organized. 

CONTEACTS. 

Contracts  shall  be  made  under  such  rules  and  regulations 
as  the  Directors  shall  prescribe,  and  when  signed  by  the 
President,  shall  be  binding  on  the  Company,  either  with  or 
without  the  seal  of  the  Corporation. 

COMMITTEE  TO  VEEIFY 
AJfD   Eepokt   on   Proxies    and  Stock   Ekpkesektkd. 
I.  Each  Annual  Meeting  shall  appoint  a  committee  to  con- 
sist of  the  Secretary  and  Treasury,  and  three  Stockholders, 
residents  of  the  place  where  the  next  Annual  Meeting  is  to 


23 

be  held,  ^\'llOtio  <lnry  it  >haU  bo  to  Verity  all  Pioxies  and 
report  to  such  meetiui^  the  luiniber  of  shareis  lepresentcd  in 
pei-son  or  by  proxy, "as  soon  after  it8  assembling  as  prac- 
ticable. 

II.  It  shall  be  the  duty  of  the  Stockholders  to  report  them- 
selves, and  deliver  their  proxies  to  the  Committee  as  soon 
after  their  reaching  the  place  of  meeting  as  convenient. 

FORM  OF  PROXY. 

I  (or  we)  hereby  coiistituti;  and  appoint 
our  Agent  and  Attorney  to  represent  the  Stock  owned  by  me  (or  by  ut^ 
severally)  at  the  next  Meeting  of  the  Stockholders  of  the  Western  North 
Carolina  Rail  Road  Company,  and  at  all  adjournments  of  the  same  as  fully 
as  I  (or  we)  could  if  personally  present. 

Witness  (A.  B.)  ^^ 

Which  shall  be  signed  by  the  party  and  attested  by  some      ^^^ 
Justice  of  the   Peace,    Clerk   of  a  Court   aforesaid,  Kotary      ^^JP 
Public,  or  Director  of  the  Company.     And  none  but  a  Stock- 
holder shall  be  a  proxy. 

FORM  OF  TRANSFERS  OF  STOCK. 

Know  all  men  by  these  presents  that  I  (A.  B.)  for  and  in  consideration  of 
the  sum  of  dollars,  to  me  in  hand  paid  by  (C.  T>.)  the  receipt 

and  payment  of  which  is  hereby  acknowledged,  have  bargained,  sold,  as- 
signed and  set  over  to  the  said  (C.  l3.)  shares  of  the  capital  stock  in 
the  Western  North  Carolina  Rail  Road  Company,  which  was  subscribed  by 
me  in  the  books  of  said  Company  (or,  which  have  been  purchased  by  me,  as 
the  case  may  be,) — to  have  and  to  hold  to  him  the  said  (C.  D.)  his  executors, 
administrators  and  assigns  forever;  and  the  said  (C.  D.)  doth  hereby  agree  to 
receive  und  accept  of  the  above  named  stock,  transferred  as  aforesaid. 

In  testimony  whereof,  the  parties  aforesaid  have  hereunto  set  their  hands 
and  seals,  this  ,  A.  D.,  185    . 

(A.  B.)    Seal. 
(C.  D.)    Seal. 

Which  said  transfer  sluill  l)e  signed  eitlier  in  })erson  or  by 
attorney,  by  both  parties,  in  tiie  presence  of  a  Director  of 
this  Company,  some  one  of  the  Judges  of  the  Superior  or 
Su})reme  Court,  a  Clerk  of  the  County  Court,  a  Clerk  and 
Master  in  Equity,  or  a  Notary  Public,  and  attested  by  the 
same;  and  M-hen  the  attest"atioii  is  made  by  a  Clerk,  or  Clerk 
and  Master,  or  IS^otary  Public,  it  shall  be  further  authenti- 
cated by  his  seal  of  orfice.  And  said  transfer  shall  be  liled 
in  the  office  of  the  Secretary  of  said  Company  at  or  before 
the  next  Annual  Meeting  of  the  Stockholders,  and  it  shall  be 
recorded  on  the  journals  of  the  proceedings  of  the  Board  of 
Directors.  !N^o  transfer  of  stock  shall  entitle  a  person  to  vote 
on  the  same,  unless  made  fifteen  days  before  an  Annual 
Meetinff. 


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